TripAdvisor (NASDAQ: TRIP) CFO exercises RSUs and withholds shares for taxes

Q: How many TripAdvisor (TRIP) shares did the CFO acquire through exercises?

Michael Noonan exercised awards covering 15,307 shares of TripAdvisor common stock. These exercises reflect previously granted restricted stock units that had vested under their original award schedules and converted into tradable common shares.

Q: How many TripAdvisor (TRIP) shares were used for tax withholding?

A total of 7,402 shares of TripAdvisor common stock were disposed of via tax-withholding transactions. These shares were delivered at $9.60 per share to cover tax liabilities triggered by the vesting and settlement of the restricted stock units.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TripAdvisor, Inc. CFO & SVP Michael Noonan reported a set of compensation‑related equity transactions in the company’s common stock. He exercised restricted stock units that converted into a total of 15,307 shares of common stock, reflecting previously granted awards that reached their vesting dates.

To cover tax obligations tied to these vestings, 7,402 shares were disposed of at $9.60 per share through tax-withholding transactions, rather than open‑market sales. After these routine exercises and withholdings, Noonan continues to hold directly more than 130,000 shares of TripAdvisor common stock.

Insider Trade Summary

15,307 shares exercised/converted

Mixed 9 txns

Insider Noonan Michael

Role CFO & SVP

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,215	$0.00	--
Exercise	Restricted Stock Units	3,757	$0.00	--
Exercise	Restricted Stock Units	7,335	$0.00	--
Exercise	Common Stock	4,215	$9.60	$40K
Tax Withholding	Common Stock	2,038	$9.60	$20K
Exercise	Common Stock	3,757	$9.60	$36K
Tax Withholding	Common Stock	1,817	$9.60	$17K
Exercise	Common Stock	7,335	$9.60	$70K
Tax Withholding	Common Stock	3,547	$9.60	$34K

Holdings After Transaction: Restricted Stock Units — 12,647 shares (Direct, null); Common Stock — 134,368 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU exercises: 15,307 shares Tax-withholding shares: 7,402 shares Tax-withholding price: $9.60 per share +5 more

8 metrics

RSU exercises 15,307 shares Total shares from derivative exercises reported

Tax-withholding shares 7,402 shares Shares delivered to cover tax liabilities

Tax-withholding price $9.60 per share Price used in F-code tax-withholding dispositions

Common shares held over 130,000 shares Direct TripAdvisor holdings after transactions

RSU exercise price 1 $14.91 per unit Conversion or exercise price for one RSU grant

RSU exercise price 2 $27.03 per unit Conversion or exercise price for another RSU grant

Initial RSU vesting 25% on February 15, 2026 First vesting tranche for referenced RSU award

Full RSU vesting date February 15, 2029 Date RSU award becomes fully vested

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, vest, +1 more

5 terms

Restricted Stock Units financial

"security_title": "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

vest financial

"25% of the total number of RSUs vest on February 15, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

fully vested financial

"The award is fully vested on February 15, 2029."

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 04:36 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Noonan Michael

(Last)

(First)

(Middle)

C/O TRIPADVISOR, INC.

400 1ST AVENUE

(Street)

NEEDHAM

MASSACHUSETTS

02494

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TripAdvisor, Inc. [ TRIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & SVP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2026		M		4,215	A	$9.6	134,368	D
Common Stock	05/15/2026		F		2,038	D	$9.6	132,330	D
Common Stock	05/15/2026		M		3,757	A	$9.6	136,087	D
Common Stock	05/15/2026		F		1,817	D	$9.6	134,270	D
Common Stock	05/15/2026		M		7,335	A	$9.6	141,605	D
Common Stock	05/15/2026		F		3,547	D	$9.6	138,058	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	05/15/2026		M			4,215	02/15/2024	02/15/2027	Common Stock	4,215	$0	12,647	D
Restricted Stock Units	$27.03	05/15/2026		M			3,757	02/15/2025	02/15/2028	Common Stock	3,757	$0	26,303	D
Restricted Stock Units	$14.91	05/15/2026		M			7,335	02/15/2026⁽¹⁾	02/15/2029	Common Stock	7,335	$0	80,693	D

Explanation of Responses:

1. Date at which first vesting occurs is indicated. 25% of the total number of RSUs vest on February 15, 2026, and 6.25% will vest quarterly thereafter. The award is fully vested on February 15, 2029.

	/s/ Linda C. Frazier, attorney in fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did TripAdvisor (TRIP) CFO Michael Noonan report in this Form 4?

TripAdvisor CFO Michael Noonan reported routine equity compensation activity. He exercised restricted stock units into common shares and had a portion of those shares withheld to satisfy tax obligations, rather than selling shares in the open market.

How many TripAdvisor (TRIP) shares did the CFO acquire through exercises?

Michael Noonan exercised awards covering 15,307 shares of TripAdvisor common stock. These exercises reflect previously granted restricted stock units that had vested under their original award schedules and converted into tradable common shares.

How many TripAdvisor (TRIP) shares were used for tax withholding?

A total of 7,402 shares of TripAdvisor common stock were disposed of via tax-withholding transactions. These shares were delivered at $9.60 per share to cover tax liabilities triggered by the vesting and settlement of the restricted stock units.

Did the TripAdvisor (TRIP) CFO sell shares on the open market?

The filing shows no open-market sales by the TripAdvisor CFO. All reported dispositions are coded as tax-withholding, meaning shares were withheld or delivered to satisfy tax liabilities associated with equity award vesting.

How many TripAdvisor (TRIP) shares does the CFO hold after these transactions?

After the reported exercises and tax-withholding dispositions, Michael Noonan directly holds more than 130,000 TripAdvisor common shares. Multiple transaction rows show post-transaction balances in this range, indicating a substantial remaining equity stake.

What do the vesting terms of the TripAdvisor (TRIP) RSUs look like?

A footnote explains that 25% of the restricted stock units vest on February 15, 2026, with an additional 6.25% vesting quarterly thereafter. The award becomes fully vested on February 15, 2029, subject to continued service conditions.